深圳经济特区创业投资条例 Regulations of Shenzhen Special Economic Zone on Venture Capital

（Adopted at the Twenty-second Meeting of Standing Committee of the Third Shenzhen Municipal People‘s Congress on February 21， 2003.）

颁布日期：20030227 　实施日期：20030401 　颁布单位：深圳市人大常委会

　　Chapter I General Provisions

　　Article 1 In order to encourage and standard activities of venture capital， safeguard legal rights and interests of parties to venture capital， taking into account of the specific conditions of Shenzhen Special Economic Zone （hereinafter referred to as “Special Zone”）， these regulations are hereby formulated in accordance with basic principles of relevant laws of the state.

　　Article 2 These regulations shall be applicable to the establishment and activities of venture capital institutions and venture capital management institutions， and the supervision over those venture capital activities in the Special Zone.

　　Venture capital namely risk investment， herein it means those investment activities that mainly in purchasing stock right of non-listed technological venture capital enterprises and projects， and at the same time providing management services for them， with the purpose of seeking profits of capital increment.

　　Venture capital institutions herein referred to those civil subjects which being registered according to these regulations and undertaking full time venture capital activities with their own assets.

　　Venture capital management institutions herein referred to those civil subjects which being registered according to these regulations and entrusted by those venture capital institutions to manage their investment business and to provide management services for the enterprises invested by them.

　　Article 3 Individuals and enterprises established under the rules other than these regulations may undertake venture capital activities according to law. Their legal rights and interests shall be protected by law.

　　Article 4 The words“venture capital”，“risk investment”or “VC”may be used in the names of venture capital institutions and venture capital management institutions， while they shall not be used in the names of other institutions.

　　Article 5 The Municipal Technology Administrative Authority （hereinafter referred to as the “Municipal Technology Administrative Authority”） shall fulfill the following obligations：

　　（1） Formulating relevant policies on encouragement and standardization venture capital and putting them into force after being approved by the Municipal Government；

　　（2） Formulating and promulgating Guidelines for Investing Venture Capital in Hi-tech Industries and Projects；

　　（3） Verifying and determining qualification of enjoying hortative and preferential policies for venture capital institutions； and

　　（4） Implementing direction and supervision over the activities of Venture Capital Association.

　　The Municipal Foreign Trade and Economic Cooperation Authority （hereinafter referred to as the “Municipal Foreign Trade and Economic Cooperation Authority”） shall be in charge of examination and approval of those applications filed by overseas investors for the establishment of solely-owned or joint venture capital institutions or venture capital management institutions.

　　The Municipal Industrial and Commercial Authority （hereinafter referred to as the “Municipal Industrial and Commercial Authority”） shall be in charge of the registration of and implement supervisions over venture capital institutions and venture capital management institutions.

　　Chapter II Establishment of Venture Capital Institutions

　　Section I Requirements for Establishment

　　Article 6 Venture capital institutions may be formed into companies of limited liability， joint-stock and limited partnership.

　　Article 7 To apply for establishment of venture capital institution shall meet the following requirements：

　　（1） The investors

have sound credit record， and the director and the administrative officers to be appointed have pledged to obey relevant trade criterions；

　　（2） Their main business is venture capital；

　　（3） Having specific business blueprint or investment strategy；

　　（4） The amount of registered capital or capital subscription is no less than the minimum amount of capital required by these regulations；

　　（5） The investment management personnel equipped with specialty qualification for venture capital； and

　　（6） Other requirements as stipulated by laws and regulations.

　　Article 8 The registered capital shall not be less than RMB 50 million in case the venture capital institution is formed into a joint-stock company， while in the case of limited liability company， it shall not be less than RMB 30 million. In the case of limited partnership， the amount of capital subscription contributed by the limited partner shall not be less than 30 million.

　　Article 9 The requirements for overseas investors who apply for establishment of venture capital institution shall meet relevant rules of the state.

　　Article 10 In the case of establishing venture capital institution， the whole capital contributions shall be made in currency.

　　To apply for modification of main business so as to become venture capital institution， the enterprise shall abide by Article 8 of these regulations， while the total amount of capital in currency and net assets value of its stock rights in the technological venture capital enterprise at the time applying for modification shall not be less than 70% of the registered capital.

　　Section II Procedure for Establishment

　　Article 11 In the case that local investors apply for establishment of venture capital institution， the investors may directly apply for enterprises registration to the Municipal Industrial and Commercial Authority.

　　Article 12 In the case that overseas investors apply for establishment of solely-owned venture capital institution or joint venture capital institution， they shall apply for enterprises registration to the MICA with approval of the Municipal Foreign Trade and Economic Cooperation Authority in advance.

　　Article 13 In the case that sino-foreign contractual joint ventures， sino-foreign cooperative joint ventures or solely foreign-funded enterprises apply for modification of main business so as to become venture capital institutions， they shall be approved by the original examination and approval authority and be registered of the modifications； while other enterprise may directly register the modifications with the Municipal Industrial and Commercial Authority.

　　In the case of increasing or decreasing registered capital， joining new investor， transferring subscribed capital between the original investors or to new investor after establishment of a venture capital institution， such modifications shall be reported to original examination and approval authority for approval and registration of corresponding modifications.

　　Article 14 In the case of establishing venture capital institutions by local and overseas investors， the capital subscription may be contributed within 3 years from the date registering of the establishment， but the amount of capital subscription contributed before registering of the establishment shall not be less than 25% of the registered capital.

　　Chapter III Establishment of Venture capital Management Institutions

　　Section I Requirement for Establishment

　　Article 15 Venture capital institutions may be formed into company of limited liability， joint-stock etc……

　　Article 16 To apply for establishment of a venture capital management institution shall meet the following requirements：

　　（1） The investors have sound credit record， while the director and the administrative officers to be appointed have pledged to obey relevant

trade criterions；

　　（2） Their main business is to manage investment business for venture capital institutions via trust；

　　（3） Having sound institution framework and management scheme， while their investment management personnel equipped with specialty qualification for venture capital；

　　（4） The amount of registered capital or subscribed capital is no less than the minimum amount of capital required by these regulations； and

　　（5） Other requirements as stipulated by laws and regulations.

　　Article 17 To form venture capital institution into joint venture company， the company‘s registered capital shall be no less than RMB 10 million， while the registered capital shall be no less than RMB 1 million in the case of establishing limited liability company.

　　Section II Procedure for Establishment

　　Article 18 In the case that local investors apply for establishment of venture capital management institution， the investors may directly apply for enterprises registration to the Municipal Industrial and Commercial Authority.

　　Article 19 In the case that overseas investors apply for establishment of solely-owned venture capital management institution or jointly venture capital management institution， they shall apply for enterprises registration to the Municipal Industrial and Commercial Authority with the approval of the Municipal Foreign Trade and Economic Cooperation Authority in advance.

　　Article 20 In the case of increasing or decreasing registered capital， joining new investor， transferring subscribed capital between the original investors or to new investor after establishment of a venture capital institution， such modifications shall be reported to original examination and approval authority for approval and registr

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